Magic Empire Global (MEGL) shareholder Chan Wai Ho fully exits his stake

Rhea-AI Filing Summary

Magic Empire Global Limited disclosed that major shareholder Chan Wai Ho has exited his stake in the company. Amendment No. 5 to Schedule 13D reports that he sold 997,500 Class A ordinary shares and 600,000 Class B ordinary shares under a share purchase agreement signed on May 22, 2026 and closed on June 11, 2026. Following these transactions, he reports beneficial ownership of 0 shares, representing 0% of the class.

Insights

Equity ownership and governance analyst

Large MEGL shareholder has fully exited, reducing concentrated ownership.

The filing shows that Chan Wai Ho, previously a reporting shareholder of Magic Empire Global Limited, sold 997,500 Class A ordinary shares and 600,000 Class B ordinary shares under a Share Purchase Agreement. The closing occurred on June 11, 2026.

After the sale, he reports holding 0 shares, or 0% of the class, meaning he is no longer a beneficial owner for Schedule 13D purposes. The agreement pricing in the last 60 days was 0.7533 per Class A share and 15.0659 per Class B share.

This type of exit can change the shareholder base and potentially reduce the influence of a single holder. The Share Purchase Agreement, filed as Exhibit 99.1, provides the detailed contractual terms governing the transfer completed on June 11, 2026.

Key Figures

Class A shares sold: 997,500 shares Class B shares sold: 600,000 shares Class A sale price: 0.7533 per share +5 more

8 metrics

Class A shares sold 997,500 shares Class A ordinary shares sold under Share Purchase Agreement

Class B shares sold 600,000 shares Class B ordinary shares sold under Share Purchase Agreement

Class A sale price 0.7533 per share Price for Class A shares sold during past 60 days

Class B sale price 15.0659 per share Price for Class B shares sold during past 60 days

Beneficial ownership after sale 0 shares Reported aggregate amount beneficially owned by reporting person

Percent of class after sale 0% Percent of class represented by amount in Row 11

Amendment number 5 Amendment No. 5 to Schedule 13D

Closing date June 11, 2026 Closing of Share Purchase Agreement

Key Terms

Schedule 13D, Share Purchase Agreement, beneficially owned, Class A Ordinary Shares, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13D to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Share Purchase Agreement financial

"the Reporting Person entered into a share purchase agreement (the "Share Purchase Agreement")..."

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 0.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Class A Ordinary Shares financial

"Title of Class of Securities: Class A Ordinary Shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B ordinary shares financial

"sold an aggregate of 997,500 class A ordinary shares... and 600,000 Class B ordinary shares..."

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Percent of class financial

"13Percent of class represented by amount in Row (11) 0 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

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Available on EDGAR 06/15/2026 - 04:06 PM Accepted by SEC EDGAR 06/15/2026 - 04:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Magic Empire Global Limited

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

G5865E121

(CUSIP Number)

Chan Wai Ho
3/F, 8 Wyndham Street, Central
Hong Kong, K3, 00000
852-3577 8770

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G5865E121

1

Name of reporting person

Chan Wai Ho

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares
(b)	Name of Issuer: Magic Empire Global Limited
(c)	Address of Issuer's Principal Executive Offices: 3/F, 8 Wyndham Street, Central, Hong Kong, HONG KONG , 00000.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On May 22, 2026, the Reporting Person entered into a share purchase agreement (the "Share Purchase Agreement") pursuant to which the Report Person sold an aggregate of 997,500 class A ordinary shares with no par value and 600,000 Class B ordinary shares with no par value of the Issuer. The Closing of the Share Purchase Agreement was on June 11, 2026. The foregoing descriptions of the Share Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Share Purchase Agreement, which is attached as Exhibit 99.1 hereto, and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to Items 11 and 13 of the cover pages to this Amendment No. 5 are incorporated herein by reference.
(b)	The responses to Items 7 to 10 of the cover pages to this Amendment No. 5 are incorporated herein by reference.
(c)	During the past 60 days, the Report Person sold an aggregate of 997,500 Class A ordinary shares and 600,000 Class B ordinary shares at 0.7533 per share and 15.0659 per share, respectively.
(e)	June 11, 2026
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1* - Share Purchase Agreement * Filed herewith

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Chan Wai Ho

Signature:	/s/ Chan Wai Ho
Name/Title:	Chan Wai Ho
Date:	06/15/2026

FAQ

What change in ownership does the MEGL Schedule 13D/A report for Chan Wai Ho?

The amendment reports that Chan Wai Ho now owns 0 MEGL shares. After selling 997,500 Class A and 600,000 Class B ordinary shares, his beneficial ownership is reported as 0 shares, representing 0% of the class as of June 11, 2026.

How many Magic Empire Global (MEGL) Class A shares did Chan Wai Ho sell?

He sold 997,500 Class A ordinary shares of Magic Empire Global. These shares were sold under a Share Purchase Agreement entered on May 22, 2026, with the closing of the transaction occurring on June 11, 2026, as reflected in Amendment No. 5.

How many MEGL Class B ordinary shares were sold by Chan Wai Ho?

He sold 600,000 Class B ordinary shares of Magic Empire Global. The filing states that these Class B shares, together with 997,500 Class A shares, were transferred pursuant to a Share Purchase Agreement that closed on June 11, 2026.

What sale prices are disclosed for Chan Wai Ho’s MEGL share sales?

The filing discloses prices of 0.7533 per Class A share and 15.0659 per Class B share. These prices apply to aggregate sales of 997,500 Class A and 600,000 Class B ordinary shares during the 60 days covered.

What agreement governed the sale of MEGL shares by Chan Wai Ho?

The sale was executed under a Share Purchase Agreement. The reporting person entered this agreement on May 22, 2026, covering 997,500 Class A and 600,000 Class B ordinary shares, with closing on June 11, 2026; the agreement is filed as Exhibit 99.1.

What is the significance of Amendment No. 5 to Chan Wai Ho’s MEGL Schedule 13D?

Amendment No. 5 updates that he no longer beneficially owns MEGL shares. It reflects the completed sale of 997,500 Class A and 600,000 Class B ordinary shares and reports his resulting 0-share, 0% ownership position as of June 11, 2026.